SecProbe.io

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Room 4561
August 26, 2005

Mr. John Mutch
President and Chief Executive Officer
Peregrine Systems, Inc.
3611 Valley Centre Drive
San Diego, California 92130

      Re:	Peregrine Systems, Inc.
      Form 10-K for the Fiscal Year Ended March 31, 2005
		Filed July 1, 2005
		Report on Form 8-K
      Filed July 5, 2005
      File No. 0-22209

Dear Mr. Mutch,

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended March 31, 2005

Item 7. MD&A of Financial Condition and Results of Operations
Revenue by Segment, page 31

1. You disclose that approximately 46% of your fiscal 2004 sales
are
from your international subsidiaries and you indicate that changes
in
exchange rates may affect your operations.  However, it appears
that
you neither identify nor quantify the effect of foreign exchange
rate
fluctuations on your operations.  Please explain to us why you
have
not included such disclosures and how you considered the guidance
in
Section III.D of SEC Release No. 33-6835.

Item 8.  Consolidated Financial Statements and Supplementary Data

Consolidated Statement of Operations, page F-7

2. We note that you exclude amortization of developed technology
from
your cost of sales.  Please explain to us how you considered the
guidance in Question 17 of the FASB Staff Implementation Guidance
on
Applying SFAS 86.

Consolidated Statement of Cash Flows, page F-9

3. We note that you reconcile operating cash flows to net income
from
continuing operations.  Please tell us how you considered the
guidance in paragraph 28 of SFAS 95 that requires the use of net
income in this reconciliation rather than net income from
continuing
operations.

Notes to Consolidated Financial Statements

Note 1. Company Operations

Fresh-Start Reporting, page F-10

4. We were unable to locate disclosure here or in previous filings
that provides specific, meaningful information regarding how you
determined your reorganization value. Please tell us how you
considered disclosing the following as described in paragraph 39
of
SOP 90-7:

* Discount rates, tax rates, the number of years for which cash
flows
are projected, and the method of determining terminal value;

* Assumptions about which there is a reasonable possibility of the
occurrence of a variation that would have significantly affected
measurement of reorganization value; and

* Assumptions about anticipated conditions that are expected to be
different from current conditions, unless otherwise apparent.

Note 15. Segment and Geographic Information, page F-37

5. You disclose that your Chief Executive Officer evaluates
segment
financial performance based on segment revenue only.  Please
explain
to us how your CEO assesses performance and makes decisions
regarding
the allocation of resources to your operating segments without the
benefit of a measure of profit or loss.  Describe the type of
information that is provided to your CEO in order to make such
decisions and tell us how you considered paragraph 25(b) of SFAS
131.

Note 16. Quarterly Financial Data (Unaudited), page F-39

6. We note that you do not disclose gross profit information in
your
quarterly financial data.  Please tell us how you considered the
requirements of Item 302(a)(1) of Regulation S-K.

Item 9A. Controls and Procedures, page 66

7. We note that your internal controls over financial reporting
are
ineffective due to several material weaknesses. Please explain to
us
why several material weaknesses continue to exist considering the
terms of your settlement agreement with the Commission. Explain to
us
the factors that have contributed to the continued existence of
material weaknesses in excess of one year from the settlement
date.
In addition, tell us more about the corrective actions that you
have
taken since the settlement and indicate when you expect each
weakness
to be corrected.

Report on Form 8-K, filed July 5, 2005

8. We note that you refer to your non-GAAP earnings measures as
"pro
forma."  Please explain to us how you considered the information
in
footnote 12 to SEC Release 33-8176 regarding the difference
between
"pro forma" and "non-GAAP" financial information.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please submit all correspondence and supplemental materials on
EDGAR
as required by Rule 101 of Regulation S-T.  Please furnish a cover
letter that keys your responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Mark Kronforst, Senior Staff Accountant, at (202) 551-
3451
or me at (202) 551-3489 if you have any questions regarding these
comments.

							Very truly yours,

							Brad Skinner
						Accounting Branch Chief
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John Mutch
Peregrine Systems, Inc.
August 26, 2005
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